Who Anodites Dream With
by Sinful-ink
Summary: What is a dream? Is it a collection of images and stories that our brains link together while we sleep? Or is it a connection between people that transcends even the greatest of distances. BenXGwen, rewrite.
1. Of Heros and Martyres

It had been nearly five years since she'd decided to leave her home, her friends, her family, and even her whole planet.

Gwen now sat atop a small rock in the middle of a field of pink, lush, grass-like plants. Her new "home planet", she was told. However that would never be the case, even if she was part alien and this was the planet her powers told her she belonged too, she would always be an earthling, human…at least she hoped so. She briefly allowed herself to wonder as to what had brought such thoughts to her, perhaps it was a familiar scent of summer memories that the wind had brought her, or even the quiet that now consumed her day to day life. Quiet, a quiet so distant from the once loud and rambunctious life she had lead by standing side by side with the infamous Ben "Ten" Tennyson: that alien watch wearing, troublesome annoyance… and precious family.

The last Gwen had heard of Ben and the earth in general was about the newly establish Anodite Moon Base coming under attack. However, this was not something to be worried about, the Anodites were beings of pure energy, able to manipulate the very fabric of the universe, alien weaponry had parsecs to go before it caught up with them. Besides, the chances of killing "those" Anodites were near impossible. Anodites specially trained to do "A Gods work": they were trained to end the existence of races deemed too unstable to coexist with the universe. These Anodites were so ancient that they had absorbed the power of collapsing stars, women of great skill and knowledge, revered in every way… and she was to be one of them some day.

"I miss home, my family." She slowly mumbled, looking at the now visible stars and far off planets. But, she knew she couldn't go back, she had left for a reason. To protect the earth, to keep everyone safe and to keep Ben from becoming the martyr she knew he would have become. She remembered the day she had decided this… as if it were yesterday. An older looking Anodite accompanying her Grandmother had descended from the sky. Ben had of course positioned himself between the two, Gwen giggled slightly at how protective her cousin had become of her over the years.

"Young Gwendolyn" spoke the clear and crisp voice of the Anodite, "my name is Zethalia and I have come here to give you news of the coming invasion and also, an ultimatum."

The word ultimatum had never to Gwen's knowledge been used between two friendly people, there were just certain words that could speak mounds of a persons intentions and this one said: "you have something I want."

Ben was quick to reply for her, his half cocked attitude still not apparently grown out of. "If you have news about the DNAliens than please tell us."

Zelthalia's eyes looked at Ben the same way one looks at a bug, but none the less she responded, "The information I have come to give you is that you will not be able to win the war against the DNAliens."

That got Ben mad, but before he got the chance to fire off his mouth and get the matter in his ass rearranged to where his mouth was, Gwen interrupted him. "I don't understand, the Omnitrix is the most powerful weapon in the universe and we have a fair share of talented allies on our side, we should stand a fair chance."

The older Anodite looked appraisingly at Gwen. "Yes, I might be inclined to agree if the DNAlien's numbers had stayed as they were, however they too have a fair share of talented allies." Said Zethalia with a slight smirk.

"Like who" questioned Gwen wondering who would join a group with such a cause.

"Two races have joined them, the Treb and the Gezrab. The Treb are a primitive race of proto-sapiens about the size of a small house and filled with muscles. The Treb have not yet evolved a high functioning nerve endings and thus do not feel pain as you humans might, they have a thick stone like skin and claws and teeth that rival that of mans primitive tools of war. In short they are a species breed for survival, not intelligence. However, like man has guides dogs actions through electric collars so too have the DNAliens done something similar." The Anodite smiled as if praising their tactical prowess before continuing. "The Gezrab though are quite the opposite, a race of technically advanced aliens they have a mastery over science that comes close to rivaling the Galvin, however they, unlike the Galvin, use it for war. It seems that after poisoning their world with pollution they have retreated into mechanical suits that double their attributes and have decided that if they're planets going down so is everybody else's." There was a brief pause in Zethalia's voice as she stood watching us squirm under the fear of this new knowledge before continuing. "Our spies have tallied their numbers at being one and half times as many enemies as there are people on your planet."

The Tennysons could only try desperately to keep themselves standing as the realization of these numbers came crashing down on them. For the first time since their Grandfathers disappearance did they feel a true and utter sense of hopelessness. There was nothing they could do about that number, even if they could manage to get every person on the planet to fight with them they still couldn't do it. Ben knew Alien X would never agree to helping him destroy these enemies, his only route blocked, suddenly all their effort made futile in but a few short paragraphs.

"Grandma, this can't be true right, I mean the DNAliens want to destroy all species, they wouldn't keep anything alive!" Ben said, hoping that his voice carried enough reason to destroy the unavoidable truth. Verdona merely sighed; this was why she was here, to show her grandchildren just how doomed they were, to rip away their dreams of victory. She was family, someone they trusted enough to understand so that when she backed up Zethalia's words they would have no choice but to listen to her ultimatum. How she hated being a pawn, but at the same time she too knew Zethalia was right. "I'm sorry Kiddo, but she's telling the truth, I've seen 'em myself, it doesn't look good." She said, lowering her eyes to the ground not bearing to see the hope break away in her grandchildren's eyes.

"And that's were my ultimatum comes in" replied Zethalia "You see Gwen, you are a rather unique person, you have a strange formation of energy and we wish to see that it manifests," Zethalia paused, as if searching for the word before continuing, "properly." Gwen could almost place the true meaning of her words in subtitles underneath her mouth: Your different and we want that power. Zethalia continued, "For your cooperation we would be willing to send in the adequate force necessary to save your planet from destruction and get rid of the threat to your planet." The smile on her face only widening with each word as she looked upon their faces.

The rest as they say is history. Left with only one choice Gwen had taken the deal and sacrificed her freedom in exchange for three of these god-like Anodites who had come and the course of a day ended a war that could have easily devoured her planet whole. what she heard, Ben had also helped in the attack, taking down an entire ship of DNAliens, she had felt a lot of pride for her cousin, still fighting like he didn't need those Anodites help. But ultimately he did, they had been what saved his life and continued to do so as other species came hunting, the Anodites having established a base on the moon to permanently watch over the small blue planet. All that power just to get a hold of her.

But she knew why she had made that decision; she had made the right choice hadn't she? To exchange of herself for Anodine to set up a protection force for Earth. To her the choice seemed the only one possibility, but to Ben, to him…it was almost like a betrayal. It cut him deep. She had never seen him look so hurt, his fists clenched and his head staring at the ground, as if he had been watching it fall away, or perhaps wishing for it. She couldn't tell. But he had been so angry, he hadn't even come to see her off, it had hurt her a lot, he was her best friend after all, the only person she felt she could trust. Ever since they'd been kids he'd be there when she needed him. But then at that one time when she needed him to understand the most, he was nowhere to be found, so in turn they had betrayed each other. But despite even that, she missed him. She missed everyone, her friends, her family, and every kind person she'd come to know through her adventures.

Her chest hurt, all these thoughts weren't doing her any good. She needed to relax, not question herself about a decision she'd already made. However, as Gwen opened her eyes, preparing to head back to the house, the first thing she noticed was a pair of grey eyes staring back at hers and in very close proximity.

"Ahh!" remarked Gwen as she tumbled off the rock, falling back onto the pinkish, flowered ground below.

"Gee kiddo you really shouldn't get so stuck in your head that you forget that if I get a chance to have a little fun by spooking you, I will." Verdona cackled in her witchy old laugh.

"Grandma! How many times have I told you to not do things like that. sheesh your supposed to be a "superior" being or so you claim, and yet you still act like a eight year old Ben." pausing at the mention of her cousins name she looked up to see the quizzical look on her Grandmothers face.

She still wore her human suit at Gwen's request, so as to be able to tell her apart from all the thousands of other similar looking energy woman and to secretly not to feel so alone as Gwen had chosen not to give up her own form.

"Wow, it's been a while since you mentioned him" Her Grandma started. "All this time I thought you might have started to hate him." Her grandmother looked at her concernedly, it had been awhile since she mentioned anyone from Earth, usually she just studied and trained, occasionally asking Verdona for stories of her travels.

Gwen sighed, "I don't hate Ben Grandma, I just I…I don't really wanna' talk about it, I'm just feeling a bit homesick."

Her grandmother merely gave a small smile and a hug before talking again "Gwen, I know it was an unfair deal, I wish I could have made a better one, but the Anodite council had specific orders. They wanted your power, and after all this time I can see why, you've mastered things in five years that have taken even some of the most gifted at least fifty. Whatever, it is in that part of your human DNA that makes you able to do this is amazing in and of itself. I know for a large part this hurt you and for that I'm sorry, but what you did was still the right choice. And whether your family, your planet, or even Ben knows, what you did was heroic and incredibly wise. Whether we care to admit it or not, the DNAlien army cause those three more trouble that the council would like to tell you. Even with the Omnitrix and your phenomenal powers that battle couldn't have been won that way, it was simply a game of numbers."

Praise for her power and the idea that she was right did little to squelch the pinching grip of homesickness in her gut and in her heart, she felt sick, seeing this, her Grandmother looked down and smiled.

"Well I guess there's no use in it, we'll start your lessons on teleportation tomorrow. Why with your ability it'll take you only about 4 months to be able to Teleport back to Earth, we'll stay there a while and "train." though convincing the council won't be-" her sentence was cut off by a nearly crying Gwen hugging her with bear like strength.

"Thank you so much Grandma! I'll never forget this, thank you, thank you, than you!" Gwen hadn't felt this kind of Joy in a long time, after years of devoting herself to training and study, she was finally going to return and no matter how brief the time she spent there, it would be time spent in the company of those she missed most.


	2. Rain Fell Like Judgement

It was a miserable day in terms of weather, bland, cold, and something most people wouldn't want to be out in. As the day turned to night it seemed to keep sense of dull sickness, trapping those who lay underneath it in somber moods. It was even too cloudy to see any stars, the moon too lay hidden behind a giant nimbus. It had been like that since daybreak, cloudy and uneventful, as if the sky was sighing, a slow breeze brushing away some of the clouds. And as the sky seemed lethargic and grey, lacking the evanescent glow of the moon, so too did perhaps the only person to spend the entire day watching it.

Ben Tennyson, alien watching wearing savior of the planet had merely thought his day away, staring at the horrid sky above, his emotions reflecting the same sickness, numbed by a lack of light. He was laying against the tiles of his dorms roof, having managed to get there through the skylight above his bed. He was now in his second year of college, managing if you could believe it, straight A's. To anyone who had known Ben long enough this would have come as less of a shock and more of a sign of the world ending. However, everything comes with a price and so did Ben's new gift of intelligence…it had cost him his life as hero. Rather it was more apt to say that his A's were attributed to his lost heroism than the other way around. But he wasn't the "Intellectual gift", Bellmore college credited him to be. In truth he knew that besides the Alien DNA encoded watch on his wrist he wasn't much different from any other Bellmore student, he just studied more, people without friends, or girlfriends, or extraterrestrial battles had more time to do these kinds of things.

Oblivious to the time that had passed the ex-hero merely laid there, his mind like a movie reel, going over the years that had led up to this day on the roof. So much had happened since he stopped being Ben Ten and just started being Ben. After Gwen had left he had been thrown into a huge battle for the fate of the earth, his only back up the very people who had left him friendless, ex communicated as a hero, and short one family member. Bens hatred for them was perhaps a bit beyond any he had ever felt, to this day he suspected that the entire reason he was able to take down that ship, was just pure adrenaline and rage. Yet despite this, even he recognized how instrumental they were in his victory. Those three lone Anodites had practically wiped out a species each; he had never encountered such a monstrous kind of force in all his life. Their powers were incredible, devastating anything that came across them with menace in its eyes. Without them the whole planet would have been lost in a matter of weeks. Compared to them, him and his Omnitrix were nothing. And with the acknowledgement of their power, so too came the realization of Gwen's sacrifice… how necessary it had been.

Gwen.

It had been a long time since he brought her to mind, thinking of those happy memories and then of how he'd treated her at the end, made him feel even hollower than he was. At the time he had been so angry, he had felt so betrayed, the things he said... That may have been the only time he had every made her cry and he knew it had been the only time he had seen her cry and not tried to comfort her. How could he not have thought of how she felt about this, how much she was giving up! His actions had dirtied her noble sacrifice.

It had taken a long time before the pain of guilt had subsided enough to let him think about her without thinking of that of what he had said.

"Dumbass." Ben murmured, insulting his own stupidity at the time.

It had been a long time since then and so much had happened as a result. After Gwen's departure he had tried to redeem himself through the use of his Omnitrix, but had failed to realize how badly his emotional state was. The results were disastrous.

He remembered the last fight he'd had as Ben Ten, the hero of Earth, The fight he had with the twisted scientist called Animo. It had started as an ordinary, or at least ordinary in Ben's line of work, bank robbery. Animo had busted through the side of the banks wall on a Giant Falcon he had genetically reengineered. His cackling laugh had echoed throughout the street as he crashed his way into the bank, ripping the front half of the building asunder.

"Well, well, what do we have here, I thought Banks were supposed to be build for things like giant bird attacks." He said as he laughed at what accounted for the usual villain banter.

Feeling in the spirit of his own success he started to rant more. "Excuse me ma'am I'd like to make a withdrawal, um, a hundred-thousand should do it, and make it snappy could you, my friend here's a bit hungry and I wouldn't want to keep him away from his seed too long." slowly pausing to add emphases he added. "You never can tell who, I mean what, he might start eating if he doesn't get fed. You understand don't you?" a snide smirk crossing his face at the look of the woman's newfound horror.

Just then, Ben's voice called out from the newly "renovated" section of the bank. "Animo, I should have know a giant idiot like you would be responsible for this. Tch, I'm really starting to get sick of dealing with your shit, you know that! I'm going to make sure you stay down this time, I'll send you to your damn grave!" Ben half yelled, feeling that all to common rage begin to boil up. The anger that numbed the world.

Animo briefly raised an eyebrow in slight surprise before lowering it just as quick. "My, My, Ben, it seems that since that cousin of yours has left you've become a bit darker." then smiling he flinched right before the impact of a giant red fist made its impact into the lower half of his jaw.

Ben had grown tired of his villains banter a long time ago and today was certainly no exception. All his Arch Enemies had said something of the same lately and it was beginning to piss him off. He just wanted all of these horrible, twisted, evil people to disappear so that no one like Gwen would have to make a sacrifice like that again…

Animo hit the floor with a screaming thud as Ben proceeded to wrestle with the giant falcon, using two of his arm to keep the falcon's beak from devouring him while he used the other two to repeatedly pummel the giant bird.

Animo now lay unconscious on the floor only briefly mumbling groans. "So pretty birdy, you wanna see how I fly?" Be said taunting the bird. Quickly turning into Stinkfly Ben let the bloodied bird thrust its head into the ground where he had stood a few moments ago before shooting out Stinkfly's green bile-like fluid and trapping the falcon against the floor. Already suffering the starting effects of a concussion it was all too soon and without much struggle before it fell into the silent unconsciousness of submission against the cracked tile floor.

Animo however had gotten back up. "Tennyson! I will destroy you for your deeds today! Die!" quickly rushing to Animo fearing that he may somehow mutate his bird further Ben was shot down from his position about five feet in the air from Animo before skidding across the banks floor to the other end. Animo had cleverly hidden a smaller gun he used to make minor "modifications" to his pets, the device with the flip of the switch could also be used to release a small electronic burst a few yards away. The electronic burst had left Ben feeling numb, his muscles having trouble responding to him.

"Ugh, damn it, going for him thinking he was going to mutate the bird was stupid, I should have waited." Ben Swore. Animo, now a bit bloodied from the hard fall was walking towards Ben with a particularly crooked grin and a hysteric laugh "So, it all comes down to this, you at my feat, struggling in vain like the bug you are! And me, finally ending you and all you stand for! Now I ask you Mr. Tennyson," Animo said lifting his bug head to meet him eye to eye, "whose grave were you talking about" A sly smile spreading across his face.

Ben frantically looked around the room for a distraction, something to buy him time. He found it, about few yards to his left was a small fire that had somehow started either when the giant falcon had crashed through or during the fight. Ben saw his chance.

"Its still your grave Animo!" a loud boom echoed through the building as thick layers of smoke covered the air. Ben had reverted back to my human form in the shock of the blast an slowly started to open my eyes.

His ears still ringing Ben verbally spoke so as to clear them of the sound. "Damn it, that was bigger than I thought I'd be, I shouldn't have thrown so much of stinkfly's goop into the fi-" His words stopped there. A large metallic spike buckled her to the ground. A young girl about Bens age lay at the center of the wreckage that was the Bank, dead. She must have been hiding behind the counter near the fire as she was the only one besides Animo who was injured. Ben immediately rushed to her, feeling for a pulse.

There was none, she lay there on the ground dead. The spire, a jagged piece of metal from some unknown part of the bank looming over her had left a gash so deep and precise that her death was almost instant.

"No, come on, no, no, no, No! Please, you can't die! Please, I, I can't let anyone else be taken away because of my powerlessness! Please, you have to live." He had managed to pull the piece of metal out as he tried desperately to resuscitate her, it was a futile effort but it allowed him to cling to his sanity a little longer. Tears flooded down his face and his whole body shook with a mixture of emotions that nearly tore him apart. All this pain, unbearable guilt, shame, everything that makes up that which haunts mankind flooded through him. In the end though, his anger, a burning feeling of uncontrollable rage, won out.

"Animo!" the simple need to blame someone else, to be able to take away some of the burden from yourself, it was a natural human response. People often underestimated the rationality of the irrationality in the need for self preservation. "Animo! God damn it wake up right now so I can beat the living shit out of you! You bastard I'll kill you for what you've done, I'll rip you into a thousand peices" within seconds Ben was at Animo's face, punching him over and over again, he may not of had the power of any of his hero's at the moment but his rage provided for their missing strength.

"Animo, you son of a bitch! You piece of shit!" Fists and kicks fell like rain to against Animo's unconscious body, which had now forced up against the wall. "Die you filthy murderous bastard!" grunts of pain escaped him with each hit and blood covered his torso as more bones broke and his already opened wounds opened further. Ben slowly came back out of his memories to the real world as a crack of thunder wakened him a little and he muttered "I suppose I didn't even hear their voices when they came to get me. All that I heard was gone until the feeling of stinging energy blast forced its way onto my back" before slipping back into the timeline of his memories.

"You, bastards, whose there! I'll destroy you to if you stand up for a murderer like him." Ben yelled as he slowly got back up after being knocked to the ground. At first no one spoke, silence drifted through the room, only disturbed by the groans of pain and mumbling noises of the other people awakening as well as Animo's ragged breathing.

"No, Ben Tennyson, we do not stand for men like Animo," Said a calm and stern voice, "We stand for what you once did, and what your cousin Gwen, gave herself to protect." Ben felt a flood of ice flow through his veins at the name of his cousin, all his anger leaving him. It took a minute for it all to seep away and when it did, he was left once again trying to contain that swirling mass of emotions, he was left with the knowledge that this was his fault alone… Animo may have may have been the mad man today… but Ben was the murderer. He knew that to be the case if the Anodites were here to stop him. After all they, like him, fought only evil people.

It was a long time before Ben managed to speak "If I could have been calmer and thought more about the situation, she might still be alive?"

Silence echoes the halls of the bank before an answer arose. "Yes, that is what we believe." Spoke the Anodite.

"You could have saved her if you were here instead of me couldn't you."

"Yes, we could have." Spoke the Anodite once again.

And through tears Ben managed to choke out his final sentence, "So, it's my fault she's dead."

The Anodite looked slowly towards the ground and in one final word that shattered Ben's life as a hero, she confirmed what he already knew to be true yet wanted so desperately not to believe, "yes".

Ben fell to his knee's screaming in tears, his fists hit the floor until they started to bleed, the bones of his hands breaking until he just fell there, crying. Nothing could ever compare to that feeling of such great pain. The thought that he was supposed to be a hero, heroes don't let innocent people die, heroes save people, heroes don't...heroes don't… finally Ben couldn't take the internal stress anymore and he just blacked out. He woke later in the hospital to find out that he had been taken in as another of the people whom had thought to be part of those attacked by Animo. A gas main that had been broken when the Animo busted in had been blamed for the explosion, Animo arrested and Hospitalized, a child's death, mourned. Ben told Max what had happened, he understood, he too had lost people in his days as a plumber, good friends, innocent people, too many in fact. Max helped Ben get through this, playing off his emotionless state of to his parents as shock from the robbery. Eventually, Ben was able to function again, all be it not very well at first. He turned over his hero duties to the Anodines, he couldn't be a hero anymore, not with the blood on his hands, not when he saw that young girl in his nightmares.

Now Bens life existed as one in which he sifted through the guilt and pain, managing to bury it a little more each day, slowly adapting to how he lived his life.

Now Ben had arrived at college and within a short amount of time had become a legend all and of myself. Ben Tennyson the smartest student on campus, Ben Tennyson the most sought after guy, Ben Tennyson the mysterious boy with a troubled past. All of these thing circulated around him due to his grades, looks, and reclusive nature. He had even gained the reputation as the toughest kid in school, by single handedly beating up two guys who had gotten pissed at him when he accidently bumped into them during their drunken stupor. It seemed like he really couldn't escape people's attention. However, things like his grades and strength could mostly be attributed to the fact that they removed him from some of the thoughts of that boy and Gwen that tried to weasel their way back into his head. But perhaps the reason he studied and trained instead of drank his problems away, like many other people who suffered as he did, was perhaps the fact that Gwen had always told him to study and train harder, perhaps in this way he could ease the guilt a little.

The rain finally came, after a day of this sickly colored sky the heavy beads of bullet like rain fell from the sky.

"It figures, even the sky knows how horrible of a person I am." Ben sighed. "Fine, you can rain all over me if it makes you feel any better, I don't care either way." he quietly spoke as he slowly drifted into sleep, not caring that the cold rain washed over him, he barely felt it against the cold of the memories sinking in-between his eyelids, the nightmares starting again.


	3. Barely a Whisper

Both Tennyson's, now worlds apart drifted gently into sleep, one under the cooling covers of rain drops and the other under the eternally sunny skies of a flowering world. Both however, were unaware of the event about to precede them.

Back on earth, a thick mist swirled inside Ben's unconscious mind, his dreamscape coated in solid grey gases. Although Ben could not see the hand in front of his face, with his eyes open he could at least see.

"Where am I?" Here quietly spoke, "What's with this fog, I can't see a damn thing." He grumbled at the sense of disorientation the fog easily provided for him. "Hello! Is anyone there!" Yelling was the only logical conclusion, when one sense failed you use another, Ben knew this and he knew that he needed to get out of this fog.

At the same time as young Ben was struggling with the fog hampering his vision so too was Gwen, she too seemingly entangled in the grey tendrils of the mist. She was just about to yell out for help until she heard someone calling out for assistance. She responded, her voice echoing back through the grey ocean, "Who's there? Where are you, or me…what's going on!

That voice, it sounded so familiar, who was it? It was so similar, yet somehow different; Ben swayed a bit, his whole body hurt for some reason. "My Names Ben, Ben Tennyson, now tell me who're you?"

That name hit Gwen like a ton of bricks, Ben… but how could it be Ben? Ben was back on Earth and she was on Anodine, asleep. Wait. "Of course, I'm asleep. This must be some sort of dumb dream, hmm. Still though," she said, trying to see the boy that matched the voice, "I wish I could at least see him…" And as if some omnipotent being, specifically designated to watch over her had heard her cry, the mist faded away to reveal below them flowering fields of Anodine and the two of them stood upon a small rocky cliff, overlooking the landscape. As the field came into view, so to did the image of Ben

"Ben" was the only word to escape her lips. It was Ben, it was really him, at least it seemed to be. It was Ben, but older. He still wore the same green jacket she had left him in, a black muscle shirt and black jeans. His brown hair drifted lazily over his head, some of it sticking out; akin to the hairstyle he'd had since he was ten. However, that was where the similarities ended, as Gwen found that Ben's cloths seemed to be a little tighter around him, hugging his slightly muscular frame. He was taller than her by a few inches, his slightly slouched posture betraying this fact. But what most surprised Gwen were his eyes, those once green and vibrant orbs that they alone shared, a mark of their connection as family, now seemed lost under the weight of a turbulent emotional storm brewing within them. His eyes gazed dustily back at her, lackluster, almost as if the fog itself had been sucked up and sewn into them.

As Gwen simply stared at Ben, her eyes slowly washing over him, Ben too took this time to let this new visage of his cousin sink in. She looked so different from the 10 year old girl he had spent all those summers with. She was a little shorted then him, with her reddish orange hair draping down against her shoulders, curling only slightly at the tips to appear almost a little fiery. Gwen had definitely blossomed as a woman while she was gone, not in a drop dead gorgeous way, but more in a geeky but cute sort of way. _She's Beautiful; does Gwen really look like that nowadays? _Ben thought, his eyes appraising her form. It wasn't until his eyes met hers did he realize the defining feature of this woman, those eyes, so like the ones he knew he had once had. Those eyes alive with a light, an unnatural emerald glow not unlike that of a firefly, majestic and truly unique. It was not until he saw tears form in the corners of her eyes that he was broken out of this trance.

"It can't be…" he mumbled in a hushed tone. "Gwen…is it…is it really you?" he struggled to use his voice. For perhaps once in the longest of times, Ben dared to hope for something, for a small miracle to grace him with some happiness. He felt the sudden urge to run up and hug her, to make sure she didn't disappear again, to make sure he could protect her this time. But he didn't, he couldn't move an inch, so afraid that if he were even to touch her she might break away into pieces, leaving him once again alone and uncared for. "Ben…but it can't be." Gwen said, trying to insert some level of rationality into the situation. "Your back on Earth, this can't be real and I'm…I'm asleep back at Grandma's." _That's right_, now Ben remembered, he was asleep too, on the roof… in the rain. This was a dream, she couldn't be real, this wasn't Gwen, it was just another cruel nightmare. He had dared to hope for such a thing and this is where it left him. He was just about to turn around and start walking, attempting to get as far away from the nightmare as he could when he heard her say it.

"So, your not real…" Gwen spoke, a large part of her had truly hoped it was Ben, to be able to see him again. "Of course your not him, your just a cruel figment of my dreams, your not even real at all." To Ben those words were laced with incredible and devastating power. He had always believed that after Gwen left that she hated him, he dreamt of her anger before, but to not even be acknowledged as real…it felt like all ties to her had been severed. And from deep within this state of empty sadness, part of Ben merely started to accept that maybe he wasn't real, maybe if by some divine mercy, all his life up until now had just been someone's twisted dream.

_Maybe I really am just some sort of figment, I don't feel real, I barely even feel anything anymore these days, and if I do, its not something worth living to feel. Heh, I guess this is were the dream finally ends then, my final confrontation with Gwen or something…doesn't matter._

"A dream huh, yeah, then I guess I can't be real can I?" he said somberly before walking to the edge of the cliffy rock they stood on, staring at the pink skyline and the fields of odd flowered bushes that covered the ground below.

Gwen sighed, finally understanding what was happening. "Yeah I guess you aren't, the Ben I know would never sound so dismal, and he was much happier and goofy than that." Gwen said rubbing her arm to fight of a sudden cold feeling now welling up within her. Her eyes couldn't tear away from "Ben's" back as he looked over the valley below.

Ben stiffened a little at this comment, remembering all the jokes he used to say to cheer her up at times like this. He'd long since run out of those. "Well the Ben that I am has had a lot of bad things happen to him, Gwen." he said not even shifting his gaze. "This Ben isn't that carefree, fun loving ten year old anymore… he's not anything." Ben said, his voice growing colder with every word.

Gwen was shocked, he had Bens face, his voice, and even to some extent that spark that Ben always had hidden inside his eyes, but this wasn't Ben, this wasn't the Ben she knew, this wasn't a Ben she wanted to know. She wanted to leave, she wanted to wake up and be back home on Earth with the real Ben, to get away from this fake Ben! It was at this time, as these thoughts ran through her mind that a new and even more terrible possibility occurred to her.

_What if, what if the real Ben back on earth is like this, what if he's suffering just like this one…did I cause this, did I really hurt him so badly. What if I…What if I…_She couldn't bear it anymore, her heart was hurting so much, her knees buckled and she fell to the ground crying.

Ben instantly turned around to see his cousin crying on the floor. _No, I did it again; I hurt her again…so carelessly, so easily, I hurt her, without any regard at all. Damn it not again! Even if she isn't real, even if I'm not real, I owe even her memory even; every speck of happiness I can give her. _Ben slowly walked over to her and crouched on the ground in front of her, placing in a tight hug that had waited five long years to be born. "Gwen, listen and stop crying okay. I don't, I don't know if I'm the real Ben or not, a lots happened since you left and I haven't exactly been…alright because of it. I don't know if I'm just another figment of your mind or something, if any of what's happening is real" He said pausing. "But I do know that the real Ben really cares about you and wouldn't want you to be sad and neither do I." He gave her a small smile as she looked up from the crook of should to see his face, it may have been the first smile to grace his lips in years. He continued on "So please Gwen, smile. Smile because I hope the real Ben will be there when you wake up to smile back at you, okay. So smile, and wake up, and find him, okay."

Gwen had frozen looking at his face, listening to the words he said, feeling the emotions he stirred inside her. He spoke just like Ben did all those times before. Whenever she was sad or scared he would always turn into that mature and caring person that he was inside. This was Ben, he was older and unhappy, but this was Ben, this was the real one, this Ben was her Ben.

"No, he won't be there, because he's right here isn't he… Ben." Perhaps the truest most radiant smile Ben had ever seen was nestled between that teary eyed face. And as if that smile was like the moon in the real world, hidden behind dreary clouds, its light penetrated the shackles of his mind, He was Ben Tennyson, He was real.

"Thank you" His voice barely a whisper as tears started to fall down his face. Finally, he felt something he hadn't felt in the years since Gwen left, warmth. A warmth flowing out from inside him.

However as suddenly as this feeling appeared so too did a new sensation, a voice that echoed in Ben's ear. "Ben, hey Ben why are you up on the roof man? Whoa! dude have you been here all night, your clothes are soaked! Jesus Christ man" a muffled voice spoke.

Ben broke their embrace. "Huh, where's that voice coming from?"

Gwen looking puzzled and slightly embarrassed from the unusually long hug, responded; "What voice, I don't hear anything." she had just barely managed to finish the sentence when she saw that something was happening to Ben. Ben's body which had up until now been solid was now fading and becoming more transparent by the second.

"Ben what's happening to you?" Ben tried to respond to her but no sound came out. He was fading fast too fast, his voice inaudible.

Gwen quickly tried to reach out to him as he slipped from her grasp, disappearing into the very air itself.

Back in the real world Ben's eyes slowly fluttered open as he proceeded to wake up.

"Dude, hey Ben you up yet? I checked your pulse man, I know your alive so don't go faking on me." Bens eyes snapped open to see the face of his roommate, Ethan. "Morning, sleeping idiot. Seriously man what the hell were you thinking falling asleep on the roof in a rain storm! That's gotta' be the stupidest thing I've seen since that freshman hit on Joss Murphey's girl, ending in him being forcibly inducted into the sorority, I broka' thigh! I mean you could catch your death by doing stupid shit like that. Geez, I know you've got this whole mysterious badass persona going, but-"

Ben merely sat up, ignoring his roommate berating and clenched his hand, trying to shake away some of the numbness brought on by the extreme cold. "So, it really was just a dream huh. Figures, but at least…it was a happy one this time." Ben slowly muttered to himself, now glancing at the glowing morning sun.


	4. The Difference between Monsters and Men

The next two days pasted by in slow, agonizing, motion for Ben Tennyson. Having foolishly stayed up on the roof during a thunderstorm it came as no surprise to anyone, that he had developed a serious fever and was now bedridden. As such, he was now forced to stay confined within his room, and up until now, occasionally suffering the berating rants of his caretaker and roommate, Ethan. He and Ethan had shared the room for two years and as such knew each other to an extent, at the very least Ethan knew him more than anyone else on the campus. Ben for the most part considered him a friend, he was nice and he didn't leave large messes like other roommates. Most importantly though, he gave Ben his space…well occasionally he did, every once in a while he had tried to open up Ben a little more, but mostly it met with failure, still though, he tried and that meant a lot to someone who felt like Ben did. Either way, he figured he could have gotten a worse roommate; he probably wouldn't have enjoyed it if he had had to deal with a heavy drinker or drug user as was common at most colleges.

Ben now lay in his room resting under the covers in a small, wood bed, staring up at the skylight above him. In Ben's mind he had thought it to be the best part of the room. Being able to stare up at the stars at night paled in comparison to the fact that he was woken early every morning by the sharp dawns light. Today however, as he lay under the sun, sweating in his own fevered body, he considered it to be one of the worst decisions he'd ever made.

"Ugh damn it, I could have handled missing one day's worth of classes, but two's pushing it." He muttered to himself. Now, completely ignoring the fact that he was sick, Ben got up to try and make it to his last class of the day, math. Despite the rumors of flawless grades that circled around Ben, even he had his weaknesses and math just happened to be one of them. He had always had to study harder for math class and especially show up for them in order maintain his A+ grade in it.

Ben slowly walked out of his dorm and down the campus pathway making it just in time for his math class to begin. The teacher, Mr. Tenor, walked in just a few seconds after Ben, closing the door so as to keep any late-comers out. "All right everyone take your seats, we'll be taking the assigned quiz today so I hope you're all prepared for it, they'll be no curved grades in this class." Mr. Tenor said as his gaze shifted around the room meeting ever face with his cold unflinching stare. Only briefly noticing Ben's obviously sick appearance, his eyes flicked back to check. "Mr. Tennyson, are you alright?" he said briefly pausing. "You don't look so well, I trust you haven't been up partying with the rest of the rabble rousers, it would be a shame to lose such a gifted student to alcohol and the likes of loose woman." He said staring back at the rest of the class, silently judging them. It was quite obvious to all that Mr. Tenor was a man of older moral standing than his class.

"No professor, just a slight cold, I'm afraid I got caught in that storm the other day." Ben replied, his voice was shaking a little, his vision blurring as he felt himself getting weaker by the second. Ben could also almost feel the disapproving glare of his roommate sitting two rows back as he no doubt muttered phrases of stupidity about him. Tenor, trusting in the good judgment of an A+ student decided not to waste further time and to just distribute the tests. "Very well, still though I'll trust you studied, this a very impo-"

His voice cut short by the immediate sound of Ben's body collapsing to the floor. "Benjamin!" Tenor's voice was as a mere muffle against Ben's nearly unconscious mind. The only things that made it through were the brief sound of sirens and feeling that he was being lifted before total oblivion eclipsed everything else.

However, soon the blackness started to fade and the familiar pink world came into view. The pink ground, the mountain range in the far off distance, the cliff on which he now stood, all of it, except for one thing, the only thing that mattered in this world; Gwen.

"So I'm here again, huh. It's beautiful…but empty." He said to himself aloud as a flurry of pedals from the flowering grass cascaded across his view, blanketing it.

He slowly turned around half expecting Gwen to appear as if it were some cheesy, old movie. But nothing lay in front of him, just another view of the same valley like meadow.

"You, know just because this is a dream doesn't mean it applies to the same rules as a cheesy movie. Honestly Ben, your such a dweeb." The voice said, giggling.

Ben straightened, not sure if what he heard was real or not, slowly turning, he saw his cousin sitting on a small rock that had been raised out of the cliff, smiling. The wind blew a few small strands of hair over her face, petals dancing across her cheeks. Ben couldn't help but blush a little for some reason at the sight of her.

"So… does this mean we're really us? That we're not just each others figments or whatever? I mean I know I'm asleep and all, but we're the real Ben and Gwen right?" Ben said, watching her face, the subtle movements of thought as she responded to his question.

"Well, I can't say for sure, but it might be possible. I mean I remember going to sleep and doing things on Anodine before that, but I don't think we can be sure, I mean neither of us can verify anything if we exist in the others head. We already know about all the others experience with us, so in essence we could just be using our memories to lie to ourselves. There's nothing we could offer as proof to support whether we're real." she said, slightly frowning before hearing Ben chuckle.

"Yep, your Gwen alright. Only the real Gwen could sound so like Gwen." Ben said before folding his arms and walking over to the cliff to feel the fresh wind blow across him.

Gwen's face scrunched up a little in annoyance at that comment, "Oh and how can you be so sure, you can't just base it off of some hunch or gut feeling…I don't want to talk to someone I think is Ben only to find out its not," Gwen said her eyes staring at the ground tearing up a little "I mean I know I said you were him last time but I-" Before Gwen could finish that sentence she felt Ben's hand gently tussling her hair. "Don't worry Gwen, I get it. It's scary to think that the person that's next to you isn't real when you really want to them to be. I'm still really nervous about it too, but…I want to believe its you, so I will." Ben said smiling a small, but honest smile, "besides stranger things have happened."

Looking down Ben saw Gwen's emerald eyes staring back up at his before her hear her laugh "Well that settles it, you can't be Ben, Bens nowhere near that mature." Gwen said giggling, waiting for the retorts Ben was so famous for, but nothing came. Gwen, started to wonder weather he really was Ben. But how could he not be, he was so much like him in so many ways.

Ben was smiling. "Well, I've been studying and working hard you know. Got into a college and I'm getting good grades too, suppose I owe you a thanks for that. You were always telling me to study more after all." He said, turning back to the edge of the cliff, to hide some of the embarrassment from saying that.

Gwen just stared at his silhouette dumbfounded, Ben had actually taken her advice. She was almost about to apologize for doubting him, however briefly when he interrupted.

"Besides, it's your fault if you don't believe me, you're the dweeb who spent a whole summer trying to educate me. But I suppose if it'll make you more comfortable I can go back to scratching my butt in public like when I was ten." He said raising his hands in mock shrug.

Gwen simply smiled. _Still Ben, just a smarter and well toned one_. _Wait what did that last part have to do with anything_? _Well it doesn't matter, the point was that its really Ben, he's Back! _It just had to be Ben, because after all not even in her wildest dreams could he be this smart, it had to be the strangeness only reality could surprise people with.

"Guess it really is you Ben." she said before smiling and tilting her head a little towards the ground for some reason. "I'd never have imagined that we'd meet again, especially like this, but I'm glad." a small crimson blush crept over her face. She continued. "But, how exactly is it that we're both sharing a singular dream? I mean isn't it impossible for us to be asleep at the same time and connected through a dream?"

Ben had been wondering about the same thing while Gwen had been busy with his identity crisis. "Well I've been wondering about that too, but the only thing I can figure is that it has something to do with your Anodite powers." Ben said scratching his head.

Now Gwen was confused, "Why my powers, couldn't it just as easily be the watch doing this?" Ben shook his head, "no I doubt it, the Omnitrix doesn't have the ability to tap into peoples minds as far as I know and there haven't been any changes in it to set it off. The only thing I can figure is that your powers are somehow affecting us; they can manipulate just about anything and are powerful enough to bridge distances like this. Besides, if I'm not wrong, isn't this Anodine? I mean Grandma told us about it, but I don't know this place well enough to manipulate a dream of it. And if this is Anodine that means you're the one manipulating the dream via your powers." By this point Ben was now staring back at Gwen, his arms folded, enjoying the look on her face.

Gwen was amazed, Ben wasn't just mature, he was smart! Ben had never been this smart, he had gone from barely understanding four syllable words to using complex reasoning to determine the source of a problem. The Ben she remembered would probably just have said it was an alien thing and figured that was enough of an excuse. Had five years really done this much too him or was Gwen wrong and he really was a figment of her mind. But she decided no, thoughts like that would just lead her in circles, she had to give Ben a little faith after all.

Ben merely sighed "once you left I had to be the smart one as well as the kid with super powers. I may have been an idiot at the time, but I did realize that power if not guided by intellect is dangerous." he said wincing at his memory of her, he'd realized that truth too late.

Gwen saw him clench his fists and the small shiver that made him stand up a little straighter. She wondered what was responsible for this, it wasn't just her leaving, it was also the same thing that caused him such pain that he acted the way he did when they first met. She had half a mind to ask him, but in the end seeing him lift his head up at her with those sad eyes, the ones that seemed like they were trying to be happy for her, she decided not to.

She slowly got up and moved over to him embracing him in a hug. Ben just stood there, feeling her embrace. _She can read me so well, huh?_ "Was she always this warm?" he said in an almost inaudible whisper.

Gwen broke the hug smiling. "Well I'm glad to see that you've matured, there were times on Anodine when I was afraid you were in some sort of trouble, grandpa Max can only help so much you know." she said smiling, before realizing at that moment that she had forgot to ask him about the rest of the family.

Seeing the look on her face Ben responded. "There doing fine Gwen, so is Grandpa Max. They all miss you." Ben said smiling a little to hide the hurt he felt at mentioning their names. Truth was he hadn't seen them in years, he got a few phone calls here and there, but even on most holidays he didn't come back home, it had been to painful for some reason.

Gwen smiled, it was good to know that everyone was alright; Anodine was so far away that hardly any news came to them unless it involved something urgent like the attack. "Oh! Ben that reminds me I heard there was an attack on the Earth the other day, did you get hurt?" she was about to ask Ben more questions when she saw that same hurt look appear on him again, this time nearly redoubled.

"Gwen, there's something I should tell you." he said pausing. "I haven't used the Omnitrix… in years." Ben spoke, trying to hide the choking sound that constricted his voice. Somehow seeing Gwen had made that _her_ death feel realer to him than it had in a long time. "I stopped using it and handed over the protection of the Earth to the Anodite's."

Gwen was shocked by this, Ben loved being a hero, he always had, the only time he ever hadn't was that time Grandpa Max had been hurt and wound up in the hospital. What could have happened? "Ben, why would you do that?" Gwen said unable to think of a proper or possibly gentler way to ask.

Thoughts echoed through Ben's mind, _what will happen if I tell her, will she hate me, will she stop talking to me, will she disappear like before? _ He couldn't stop them, small drops of tears flowed down his cheeks, he didn't care. "She," he said pausing unable to speak it. "She died because of me." Gwen didn't quite understand, what did Ben mean someone died? "I tried to stop Animo from robbing a bank and- and she got caught in a blast I created. I didn't know she was there until it was too late. She died because I was angry, I wanted Animo to stop hurting people, and because I was so angry…she was killed. Because I wasn't strong like the Anodites, or smart like you, I was just a kid trying to be a hero and it cost someone their life!" He said practically yelling, backing away from her, hands clutching his head as if trying to block out the sound of the memory, the smell, the sights…the pain. "I don't deserve the watch." Gwen could barely believe it, Ben, had he really been carrying all this pain, had she really left him so alone with all this misery. A girl had died, Ben had been a part of it, but that didn't make him evil, he had tried to help them, even if he was angry he was still trying to help them! "I'm not a hero, I'm just another monster, I don't even deserve to-"

Ben didn't even know it was happening till he felt Gwen's hand slap him across his face, the sound sending itself echoing through the empty meadow-like landscape.

He just stood there, feeling the strong stinging feeling on his cheek, his hand automatically going to touch the spot. As he stood there staring at her face, tears streaming down her eyes, Ben's mind slowly taking in the pain. Only thinking, _so she really does hate me, of course, it's like I said, I'm just a monster, of course she'd hate me_. Tears were forming behind his eyes in even greater numbers, waiting for her words to cut the strings that held them. However the cruel words Ben had been expecting didn't come, instead came something else.

"You idiot! Don't you ever say that, never! Your not a monster, your Ben! Ben isn't a monster! Your always the hero, because you always care about people. Never once did you let me down as Ben Ten, You never stopped being a hero, Because you never stopped caring if people got hurt! All those times you saved me and Grandpa, all those times you saved innocent people. Don't you dare say it! You didn't come into that bank to hurt that girl, you came there to protect people! Even if you wanted to hurt Animo, you wouldn't have! Because your Ben, and the Ben I know couldn't hurt anyone… " By now Gwen's voice was cracking as she had tears flowing down her face. "So please don't forget that that's who you are Ben! Your Ben, you're a hero, Earths hero…my Hero" She said finally braking down and collapsing into his arms, holding him as she cried into his shirt. His arms gently wrapping around her fragile frame, letting a few small tears fall as they took solace in this embrace. Somehow, both of them stood there, damaged by the hurt they saw and felt in one another, yet at the same time drawing strength from this broken embrace.

However, this touching scene was not just shared by the two of them, another person floated above them, an onlooker, watching the two in the comfort of the others favor.

Sighing to herself she muttered "Kiddo you're just full of surprises, and with Ben too. 200 years and life still knows how to surprise me, go figure." she said chuckling slightly before disappearing, leaving the two alone in their embrace.


	5. Renewal

It was shortly after the two cousins started their hug, each reassured by the others presence, that the dream ended for Gwen and she faded away from the comfort of Ben's arms. Ben however, seemed to linger, apparently still asleep and therefore still stuck in atop the small cliff, surrounded by a pink meadow. His mind now left to wander uninterrupted, he considered it to possibly be one of the dumbest things he could have done to force himself to go to class. He might have considered it dumb to fall asleep in the rain; however, he discounted that as being stupid since it had led to meeting Gwen. "Well, what's done is done." he muttered to himself, trying to force away his feelings of stupidity. Ben could only sit there and watch the pink sea sway in the wind like the tide, until either Gwen's inevitable return or more likely but less liked, to wake up. After all, he knew he was going to wake up in the hospital and that more than likely his family would be there.

It wasn't that Ben didn't like his family, he just felt disconnected with them. There was so much of his life he couldn't tell them about, so much he even felt he couldn't tell Grandpa Max. His parents after all knew nothing of his past exploits as a hero, they even believed the lie that Gwen had been sent away for schooling instead of being bartered away for the sake of their planet.

After Gwen had left of course he'd been a little distant, but after the bank robbery, he'd all but become a stranger in his own house. It was hard to be around them, unable to tell anyone what had happened besides his Grandfather, and even then he spoke of it only briefly, he had made sure he suffered alone. His family, to him, seemed like this perfect dream, pristine, and for him to touch it with his blood stained hands…he simply couldn't. He'd felt that way when Gwen first showed up in his dreams too, maybe it was time to let old wounds start to heal, or at the very least try to let them. Gwen had asked as much of him.

Gwen, why had these dreams occurred? He had been thinking about her for the first time in years wishing that she'd appear, and she had. That stuff he said earlier made sense, but there was just too much they didn't know. It was aggravating. Was there more too these dreams than he knew? But despite his curiosity as to how it happened, in the end he could care less as long as he got to see Gwen again. _She's changed so much _He chuckled to himself_, no longer that same fiery haired, ten year old who wanted to nothing to do with me…I'm glad she missed me, I'm glad I wasn't the only one feeling that loss. _

And it was true, Ben was extremely overjoyed at seeing Gwen again, however it struck him as a little odd as to_ how_ happy he was. If anything, Ben felt happier seeing her now than he had five years ago. He'd often heard that distance made the heart grow fonder, but still, even after she had left, he could feel his heart's rapid pulse. This ultimately warranted some thought, however, before he could even begin to get the heart of the matter he found himself slowly slipping out of the dream. "Well, I guess it's time to face the music. Boy, I don't envy myself right about now." he muttered before popping out of the dream state to see a familiar looking face looking back at him. "Ben, you're awake! Oh, thank god, everyone come in here he's awake." his Grandpa Max said beckoning the rest in. His Grandfather looked older than Ben remember him, his eyes were bloodshot and he had the tired look of a man in the prime of a great ordeal.

"Grandpa Max?" Ben said groggily, sitting up and doing his best to take in his surroundings. "Were at the hospital aren't we?"

His Grandpa turned back from the doorway to respond to him, "Yes Ben, we're at the hospital, you passed out at school. You've been out for around two days now, we were really worried." His grandpa said, bringing him into a gentler hug than his usual bear's strength embrace. His condition must have been really bad for his Grandpa to be this relieved that he was awake. "Thanks Grandpa, I'm sorry I worried you." Ben said as he accepted his Grandfathers hug with shaky arms. Grandpa Max broke from the hug just as his parents, followed by his uncle and aunt, came into the room.

"Ben!" both his parents cried in unison, as they went over to embrace him in yet another unexpected hug. "Oh Ben, we were so worried when we found out you were in the hospital. The doctors told us that you had a serious fever and collapsed at college." His mother said, not bothering to let go of him as she explained all of this. Despite only seeing them briefly at the last major holiday, Ben could tell how aged his parents looked. Ben wondered how much of this was Time's gentle hand pushing them foreword and how much of it related to their only son being hospitalized. Guilt quickly set in, and Ben felt the need to suddenly apologize for his foolishness. It seemed he had forgotten that there were other people out in the world who valued his life, even if until recently he hadn't. "Everyone, I'm so sorry I've caused you to worry, I didn't realize how sick I was, or how stupid I was for getting sick like this in the first place… But still, I'm sorry I worried you like this." he said feeling very apologetic for his prior act of idiocy. As He finished up his apology, Ben's parents broke from their long hug to reveal smiling faces, merely glad at his improved health. "It's okay Ben, we're just glad your okay." his father said, Ben's parents stepping to the side so that his aunt and uncle could have their turn in comforting their sick family member.

"Uncle Frank, Aunt Lily, its good see you." Ben said smiling, "though I kind of wish it was under better circumstances." Offering them a small chuckle to help them shake of their previous worries.

It was odd, he had always really liked his aunt and uncle, Ben had always found them to be very easy people to get along with. Gwen used to constantly joke that he was stealing her parents away whenever he came over for dinner. This isn't to say he wasn't close with his own parents of course, but his dad was always busy with work and his mom seemed to smother him with worries. His aunt and uncle had perhaps been the people who had helped him the most after Gwen left, sharing in his sense of loss and facing their loneliness as a family instead of on their own. But after _She_ died, he had no one to share his grief with anymore. No one in his family could relate to that kind pain, the emptiness that ate away at anything someone once held as good. Grandpa Max was the only one who could even speak with Ben about the events of that day, all other attempts by his parents and aunt and uncle where blocked by Ben's forlorn expression. Max had been as kind as he could in trying to help, but Ben eventually, despite all of his Max's efforts, had drifted away from all of them.

In truth, Ben had missed them, but a lot of him still felt even in the presence of loving embraces, that he didn't deserve their comfort or love anymore. Too afraid what they'd think of him, if they'd hate him, but one thing kept his fears at bay, the knowledge that Gwen didn't hate, that she wasn't afraid of him. This small truth was what kept the gnawing terror away, what restored a bit of who Ben Tennyson truly was.

It wasn't until he felt his aunt and uncle hugging him that he drifted out of his thoughts and back into the real world. Despite how sore his body was, that he was covered in fevered sweat, that the smell of antiseptic and medicine burned his nose, he felt truly glad to see them. Whatever the situation was that brought them together, they were together now and that's what truly mattered. All Ben could do was accept their embrace as he tried to fight back the tears now welling in his eyes. His aunt and Uncle seemed almost as relived to see him awake as his parents had. He hadn't even thought they'd react this strongly, but it made sense, their daughter was separated from them by entire galaxies. He in a lot of ways had also been a son to them when she left. He had shared in their grief, practically lived in their home to combat the loneliness, and shared in their laughter, in a lot of ways he was also _their_ _son_ too.

Ben briefly wondered if he should consider telling his aunt and uncle about the dreams he was sharing with Gwen. He knew that they would want to know she was safe and that they would accept it as truth due to their knowledge about aliens and not some fevered delusion, brought on by his sickness. However, he still wasn't sure; something told him that he shouldn't say anything till he was a 100% sure about what exactly was going on. Begrudged that he had to hold back this knowledge from Gwen's parents he decided to ask Grandpa Max first, to see if he knew anything about what was going on with these dreams.

Still, before he even got to all of that he had something much more important to do first, he was tired of living in seclusion, of the loneliness he had forced himself into, he needed his family again.

"Excuse me, everyone, I'd like to say something." Ben said so as to gather the attention of his family. "I wanted to say I'm sorry. I've been very distant towards all of you… and none of you deserved that. The truth is, something happened to me and… and I felt that I should suffer for my mistake, instead of heal, but more than that I…" Ben paused, having difficulty explaining all of this before continuing, "I was afraid that somehow everyone would just disappear if I were to ever start caring again." Briefly, Ben took a moment to look towards his aunt and uncle, seeing their faces show concern and understanding towards his fears. "But, I know if I don't care and I don't come see you then it'll be the same as if you've disappeared. So… I guess what I'm trying to say is, I was wondering if I could come home for Christmas break this year, and if, if maybe we could all just spend time together like we used too." Ben said, slightly embarrassed and oddly enough a little nervous as to the answer.

The look of happiness on his mothers face in response to his request could have out shown the sun for how radiant she felt. "Oh Ben, of course you can! We'll all spend Christmas together at our house and it'll be just like old times." she said smiling, as a resurgence of tears now fell down her face. His father, aunt and uncle were all smiling at this happy news, but the person who was perhaps sporting the biggest grin was Grandpa Max.

He seemed the happiest besides Ben's mother to see him open up again.

"Thanks mom, everyone, I mean it. But there's actually something I want to talk to Grandpa about before I get some more rest, would it be okay if we talked for a little?" Ben said, his Grandpa still smiling as he watched his grandson slowly reopen himself to his family.

"Of course Ben, we'll be just outside if you need us." his mother said, walking out the door with the rest of his family.

Ben then turned to his Grandpa wondering what he should say first. He decided he should thank him for bearing a piece of his burden for so long. "Grandpa, thank you for…everything. You helped me out a lot, I'm sorry I couldn't have been more grateful."

Grandpa Max merely shook his head a little and gave a small laugh. "It's alright Ben, I'm just glad your opening back up to your family. I was afraid you'd never come back home… but something's got me curious, why the sudden change of heart?"

"Well that's kind of what I wanted to talk with you about, well that and restarting my training with the Omnitrix."

Grandpa Max nearly bolted from his chair with Ben's last statement. "Ben, I had assumed" he paused briefly thinking before gathering up some of his usual enthusiasm, "This is great! I was worried that even with you opening up you still wouldn't go back to being a hero, well...because." he said, by choice lacking the appropriate words to finish the sentence. But then it seemed to click and he turned to get a better look at Ben. "This really is a complete turn-around, what was it exactly you were going to tell me?" Max said, eying Ben quizzically.

Ben for some reason seemed almost hesitant to mention the dreams now, though he didn't know why, just that it seemed like it was embarrassing or something. "Well, you see Grandpa a few days ago I started having these weird dreams. In these dreams I'm in this pink field like valley on what I think may be the planet Anodine." At this Grandpa Max's face almost seemed to register shock, a lot more shock than any Ben had seen in a long time. The look of Max's face was almost so odd that Ben waited for his Grandfather to say something before he thought it prudent to continue the story. It was about a minute before Max responded and when he did his voice sounded odd, a tone Ben couldn't place despite having known his Grandfather for years."So, in this valley, is there anyone else there with you?"

It was now Ben's turn to be shocked, trying to continue his story, Max's odd tone still making him feel nervous. "Ye-yeah, Gwen's there. And its like she's the real Gwen, she talks like her and everything, she even called me a Dweeb like she used too." Ben said with the lingering sense of belief in his voice.

When he looked up from where his eyes had drifted to, he saw that his Grandpa was sitting again, his face a ghostly pale. Max looked as if he was staring into the deepest reaches of space, such a intense look that Ben was almost afraid that he had upset his Grandpa deeply. "Grandpa Max, are you okay?" Ben said trying to bring his Grandfather back from his venture into what appeared to be a very deep part of his mind.

Max quickly reentered reality as the sound of his own name registered. "Huh. Uh, yeah Ben it's just..." looking into his Grandson's eyes Max quickly averted his gaze to the wall. "Well, its just that I had some dreams like that at your age, it's a little unnerving to think that...hmm, I hadn't thought something like this would happen, I'll- I'll have to look into this more" he quickly lied, covering his previous statement out of fear. He needed time to figure this out himself and more to the fact; he needed time to figure out how exactly he'd explain this properly to Ben.

"Don't worry Ben, there probably just dreams, but just in case Gwen really is in there with you tell her Grandpa Max loves and misses her a lot okay." he said chuckling a little to himself. Ben simply smiled and nodded, glad for the return of his Grandpa's usual attitude, yet still weary from his previous statements.

"Alright Ben, now you'd better get some sleep. Your still not over your cold yet you know." He chuckled, trying once again to comfort his grandson, "You'll need to get better in order to spend Christmas with us after all." Smiling, he patted his Grandsons head as he lay down on the pillow.

"Thanks Grandpa Max." Ben said as he slowly drifted to sleep, leaving Max alone with is thoughts.

"Oh, Verdona. I wonder if you know what's happening out there in space, because our grand kids are right in the middle of something very troubling_." _Max all but whispered, as he looked out the window. "I'm not sure how I feel about this, but I haven't seen Ben this happy in so long… For the time being, I suppose all we can do is let it play out." Max softly spoke, quiet enough so as not to wake his sleeping grandson

Meanwhile as Max was musing to the heavens or perhaps just himself, Ben was once again back within the confines of his shared dream.

However, Ben appeared to be the first to arrive, Gwen apparently not yet asleep. Though he wasn't really sure how time worked in this place, what with it being a dream and all, Ben was still fairly sure he had some time before Gwen would show up.

"Come to think of it, if this is a dream shouldn't I be able to do stuff in it that I can't in real life?" Ben exclaimed, the thought being so intriguing that he had spoken out loud. It was simply too good not to try out.

"All right, lets try something simple…hmm, oh! How about a few gravity-less jumps." it wasn't really such an exciting idea in retrospect, considering he'd been on the moon once and in space more than a few times, but the he supposed that the effect never really got old.

"Alright here we go!" He half spoke, half yelled, as he managed to jump about a foot of the ground. Feeling his feet hit the earth he sighed and slowly looked down to, in fact, find his feet still planted firmly on the ground. "Well, that was disappointing. I mean, I should at least have some control over this place, half of it's my brain. I think?"

Ben then started muttering, trying to figure out what he could do when he looked up to see something different in the landscape. A small cave door had appeared opposite the end of the cliff, so perfectly carved into the rock that if he hadn't been staring directly at it he might never have discovered it.

"Okay, now I know that wasn't there before. Hmm, well it's not like I'm just going to ignore random geographical changes, might as well go in, besides it'll still be a while before Gwen gets here…I think."

The cave was dark, the outside light seemed to disappear as soon as he stepped in, yet it wasn't so much frightening as it was calming. It was an odd place, yet comfortable, it had a sense of nostalgia to it, yet it was also an extremely new experience. Perhaps this was a part very close to where their two minds connected, bringing to him theses feeling of familiarity mixed with unease. He was almost nervous, as if he might be intruding on Gwen's privacy.

After traveling a small distance into the cave it wasn't long before the Ben saw signs of light again, a small bluish glow emanated from crystals growing out from the cave walls. Following the torch like glow of the crystals he emerged within a larger chamber of the cave, dimly lit by their pale blue luminescence. Many of the crystals within this chamber hung from the ceiling like pale blue bats, jutting out like broken arrows. None of this however was so strange as the puddles of water that seemed to stretch endlessly on the cave floor. There were thousands of puddles that kept going on, even past the point within the cave where glow of the crystals could no longer be seen.

Some of the puddles were small and lay flat while others lay on almost cauldron like plateau's rising from the ground. They all looked crystal like and pristine, perfect mirrors each one. They were everywhere in the cave. Drops of water even came down from stalactites, echoing through the cave as the puddles responded to the steady drip. Others had small waterfalls flowing into them as they gushed noise without ever seeming to overflow or grow larger. The sight though strange, was oddly breathtaking, evoking a sense of awe with Ben.

"Whoa, this is incredible." At loss for words Ben just seemed to stumble forward before stopping to notice a small puddle that the ground had raised up to his midriff. He slowly went over to the small pool of water before looking down to stare back at his own reflection. He didn't know why, he hadn't even thought about doing it, but before he knew what was happening he had dipped his finger in the pond and sent small ripples all across the surface.

As if in response to his actions the image instantly changed, however it did not change into a distorted version of his face, but rather like a television started to play for him an image from his past.

"That's me… and Gwen, but how?"

Simply staring at the picture below, he waited and heard noises right behind him, voices echoing through the cave. He turned back to see who was there, but nobody was near him as far as he could see. Listening closely he could hear clearly that it was his and Gwen's voice, or rather as their voices as they had been when they were much younger. He turned to stare down at the water to find that the voices words matched perfectly with the movement of Gwen's past self's lips.

"Hey doofus, if you can't run any faster I'll win the bet and get to the mall first. You'll have to suffer through judging me as I try on new cloths!"

"Not a chance Dweeb, I'll get there first and you'll buy me lunch!"

Ben remembered this race. They had been ten and on their first road trip with Grandpa Max. Ben remembered it quite clearly, mostly because he'd run a whole mile with his cousin to get to that stupid three storewide mall, only to watch her try on clothes. She had indeed won that bet like she said she would and Ben had been exhausted for the whole rest of the day. Ben smiled, remembering that even after losing the bet and having to watch Gwen try on more than a hundred outfits she'd still bought him lunch. This was of course after the two had sat on a bench for about an hour recovering from their run.

Come to think of it, Ben actually remembered having a lot of fun just joking around with Gwen as she tried on her new clothes. They had even started laughing so hard at one point that the store manager had come and talked to them. They had both been in too good a mood to care though, so they left the store and headed for lunch.

Ben looked down hoping to relive the event that had made them laugh so much only to find himself and Gwen sitting down in the food court talking.

"Hey Gwen, I really want to thank you for today, I actually had a lot of fun."

"Thanks Ben, I had fun too, but that's not going to stop me from stealing some more of your fries!"

"Hey! I was going to save those for Grandpa's next pot luck stew night!"

At this Gwen could only laugh in agreement as they continued to fight over the fries until they were both laughing so hard in the middle of the food court that a mall security guard had to come over and ask them to calm down. Apparently this was a recurring theme.

Their laughter echoed through the cave, warmth emanating from it as it spread throughout. Ben could only smile as he watched the joyful memory fade back into his reflection. That had been one of his happiest memories, yet strangely enough, it had been one he hadn't thought of in a long time. It had been perhaps the start of his friendship with Gwen and the end of their usual arch rivalry. The first time they'd really connected, after that it had been a slow, but steady progression towards that friendship they had achieved before Gwen's departure. After that he had treated her with respect, or at least as much as he could give her at ten… confined in close quarters.

He was just about to go look around a little more and see what lay inside these other memory puddles when he heard Gwen's voice.

"Ben, hey Ben are you here?" Gwen yelled, her voice finding its way down into the depths of the cave without any problem oddly enough.

She sounded almost a little worried Ben noticed, as he ran back up through the caves pathway, excited to show Gwen what he had found.

"Man she's going to love this." Ben said, his excitement once again causing him to speak out loud.

But when he got up there Gwen was standing there on the cliffs edge, wind blowing her delicate auburn colored hair, It's color mixing against the golden, flower scented skyline. And for a moment upon seeing her with eyes cast towards the sky, Ben felt his heart skip a beat. She looked beautiful.


	6. If I Ever but Glimpsed Such a Moment

Ben could only stand there at the caves entrance as he watched Gwen's silhouette against gold colored sky. Somehow, she looked different, yet as far as Ben could tell she was the same as the last time he had seen her. Ben could only continue to stare at her as the seconds passed like pedals in the wind.

"Oh Ben, there you are, I was wondering if you were here yet," Gwen said as she turned around to finding him staring at her.

Gwen quickly ran over to where Ben was standing near the caves mouth, stopping only a few feet in front of him.

"Ben, you okay?" Gwen said, noticing the odd look on Ben's face. Finding no response she then attempted to get his attention, "Hello! Anyone there! Earth, uh, dream to Ben."

"Huh? Oh, sorry Gwen I must still not be feeling too well." Ben said shrugging off the odd sensation he had experienced only a few short seconds ago. "Guess I should stay in the hospital a few more days to be safe." He muttered before realizing his mistake.

Instantly Ben knew he was in trouble. Gwen knew nothing about how he had stayed up on the roof the only a short time ago and if there were two things in the world his cousin loved to harp at him over it was his recklessness and his stupidity. His body instantly tensed, sensing the danger that now enveloped him.

"Hospital. Ben, why are you in the hospital?" Gwen said in a tone both concerned and dangerous. She had one eyebrow raised and both arms crossed in a stance that ultimately signaled grief for Ben.

"Well, um, its nothing really" Ben said trying in vain to avoid the pain he knew would ensue if he were to tell her his actual reason. He quickly turned his head trying to avoid the eye contact, knowing his poker face was as poor as it had been since their last summer vacation over eleven years ago.

"Ben." said Gwen, her voice laced with venom, no longer lacking the concern it had once had.

He knew he had only to not make eye contact, if he could manage that he'd be safe. But Gwen was prepared to wait, that summer road trip had taught her how to pry the truth from her cousin, much to Ben's dismay.

Ben's eyes started to drift, wanting to move, or to somehow try alleviating the friction between them. Still, he was trying desperately to keep them in place. It was because that stare Gwen used was almost perfect; she'd spent years cultivating its effectiveness to use against Ben. _Don't look, don't look, don't look, don't look!_

He looked.

"Damn it." he muttered. "Fine, fine, you know that night we first met in, um, whatever this place is."

Gwen nodded, waiting to hear the rest.

"Well, you see the thing is, I may have fallen asleep in the rain on my roof that night. And I might have ended up in the hospital in a fever induced coma for a little while..." he said, his voice trailing off as he saw the anger building in Gwen's eyes reaching its zenith.

If there was one thing Gwen hated it was when Ben did something so stupid that it endangered his life. Ever since Ben first got the Omnitrix he'd done a lot of stupid things with it in which he'd almost lost his life, Gwen in turned had developed what Ben called "worried mother syndrome." Every time he did something she deemed unnecessarily stupid, she'd harp on it until Ben went almost insane, be it through physical or verbal abuse. Unfortunately, this time it looked like it'd to be the physical kind.

"You idiot!" she screamed as she proceeded to smack him upside the head. "God, I can't leave you alone can I! Even being a straight A student your still a moron!" she said, delivering blow after blow as she spoke.

"Ow, Gwen, ow, will you, ow, stop, ow, hitting me, ow!" Ben said as he tried to fight off his scarily angry cousin.

Ben was about to try to open his mouth again to try and calm Gwen down when she suddenly gave him a huge push. Ben quickly lost his footing and started to fall backwards down into the cave. Grabbing Gwen's hand in an attempt to stabilize himself he only managed to drag them both down into the depths of the cave.

"Ahhhhh!" they screamed as they tumbled down the tunnel, rolling down till they reached the bottom.

"Ugh, jeez Gwen you have to push me down hole in order to vent your anger?" Ben said in a sore tone as he tried to sit up only to realize that something was laying on top of him. She was awake, but not moving.

Gwen felt odd, and it wasn't because she had just fallen down a hole and landed sharply at the bottom. Somehow, lying on Ben's chest made her feel odd. She lay there listening to his heartbeat, it sounded strangely erratic, probably due to the tumble they had just taken, but she felt almost hypnotized by its beat. Caught by its rhythm, she almost wanted to just lay there and listen to it forever.

"Um, Gwen can I get up now?" Ben spoke, a little worried at the fact that Gwen had probably spent a whole two minutes on top of him.

"Are you okay?" Ben was skeptical of whether or not they could come to any permanent harm here, but concern had overwhelmed him into asking.

Gwen quickly snapped back into reality. "Yeah, I'm fine thanks, just a little sore." she said as she got up off of Ben and stood to look around the dimly lit cave.

"Where are we?" she almost mouthed in awe of the massive structure filled with glowing crystal and water filled pools.

"This is what I was trying to show you before you started attacking me. See each one of these pools, there memories." Ben replied.

"What?" Gwen said turning to Ben with a puzzled look on her face.

"Well you see all these pools of water, if you touch the surface you can see one of the memories we have. It's pretty cool actually, the sounds come in the form of echoes and you watch the memory in the pool like a TV. Come on I'll show you!" Ben said, grabbing Gwen's hand in excitement, as he dragged her to the nearest pool and touched the surface with his open palm.

Instantly the memory started and Ben saw an image of Gwen crying as she lay on her bed, face pressed into the pillow. Her sobs echoed through the cave and reached them as if they were actually standing in the room, listening only a few feet away. Ben glanced at Gwen who was in part shocked and a maybe just a little uncomfortable by this scene depicting a torrent of unpleasant emotions.

All of the sudden the phone in Gwen's room rang and she slowly turned to pick it up, wiping away her tears and clearing her throat.

"H-hello?" The almost timid sounding young Gwen answered between sobs.

"Gwen? Hey, what's wrong, you sound…well, like you've been crying." Came Ben's voice across from the other end of the phone, concern clearly evident.

Gwen, despite her emotional state was too proud a person to simply acknowledge that her goofy brain dead cousin had actually gotten something right for once. "Its-its nothing Ben, I'm just not feeling so well okay, now what is it you wanted…" a few tears dripping down her porcelain cheeks to land softly on the floor below. Ben was quiet for a moment before responding. "Gwen, I heard" Ben paused again, "I heard from a friend that Tommy dumped you to go out with another girl for prom…I wanted to make sure you were okay."

At this Gwen couldn't contain herself anymore, she simply wasn't able to in the face of her cousins kindness. "Ben I…I'm sorry, it's true, Tommy did dump me to go out with Sarah, I just, I feel so…" However she was unable to finish her sentence as another set of tears caused her to simply sob instead.

In truth Ben had only met Tommy once, but he had known the type of guy he was after only a short amount of time in his company. Gwen has started dating him not to long after their road trip ended and the school years started. He was the classic example of the pretty boy, good looks, wavy hair, the lead in every play and lacking any kind of moral character. If you had asked Ben back then, he would likely have laughed at the thought of his cousin dating such an obvious fraud, but Gwen was young then, hormones were strong enough to block out common sense and even someone as intelligent as Gwen was susceptible to the fanciful whims of first love.

Ben was quiet for a short time before he said anything, "I'm sorry Gwen, I know that you really like him and I wish things had gone better for you…"

"It's not even that, it's just, just I really wanted to go to prom tonight and dance with him alongside all my friends. I just wanted to have a little fun for a change instead of studying all the time" Said Gwen, practically hiccupping from the tears.

Silence followed for few seconds before Ben replied, "Gwen, put on your Prom dress okay," His voice very calm.

"Huh, but why?" Gwen said slightly more composed than she was a few seconds ago.

"Just do it okay." Ben said, and with that the phone clicked off.

A few minutes passed as Gwen brought the prom dress out of her closet and tried it on, hoping if anything to find a smile in the comfort such a beautiful dress brought her.

Back inside Ben and Gwen's dream however, Gwen upon realizing her younger self was about to change quickly cover Ben's eyes, startling him. After her younger self had changed she removed her hands from Bens face.

All the sudden the doorbell rang and the point of view shifted to that of the young looking Ben, dressed in a tuxedo that was perhaps a size too big for him. His speedy arrival at Gwen's house of course attributed to his handy alien DNA watch.

Gwen's mom answered the door. "Ben, what are you doing here? And in a tux." she said appraising the 12 year olds clean and fancy looking cloths, smirking at his lavender bow tie.

"Oh, Gwen didn't tell you? I'm taking her to prom tonight, Tommy said he couldn't go and when Gwen told me I offered to take her." Ben said.

"No, she must have forgotten. She's been in her room a while, probably getting ready for the prom, must've forgot." Gwen's mom said ushering him in. "Here, she's probably ready, why don't you go get her."

"Sure" Ben said, running up the stairs to Gwen's room.

Once again within the memory the point of view shifted and revealed Gwen standing in a full gown in her room. A sudden knock on her door startled her as she turned to see the door open revealing a somewhat classy looking Ben Tennyson.

"Hey, you look pretty good, for a dweeb." He said, an arrogant smile lighting up his face.

"B-Ben! What are you doing here?" Gwen almost shouted out of shock.

"Well, I'd like to, if you wanted, I don't know, um go to prom with you." he said scratching the back of his head with embarrassment and scuffing his shoe against the floorboard.

Gwen stood in shock, her dweeby, self centered, geek of cousin, was openly offering to take her to the prom.

"I mean I'll understand if you don't want to go, I just figured since nobody really knows were cousins that I could take you or something" Ben said his voice getting to be more of a mutter every second, cheeks turning scarlet,

Gwen was almost speechless at this, here was her doofus of a cousin, known for his selfishness and idiocy actually performing a thoughtful and generous act. He was actually doing something that not only embarrassed and discomforted him, but he was also doing it to make her feel better. Had she not seen how nervous he was asking her this, she might of poked fun at him, but seeing the honesty that shown openly in his eyes all she could do bring him into a gentle hug.

"Oh Ben, that is so sweet, of course I'll go with you." she said, Ben standing awkwardly in the embrace, apparently unaccustomed to the fluxing emotions of the female species.

The next thing either of them new they had made it past Gwen's mother and her camera, posing for no less than 34 prom pictures, much to Ben's chagrin. Eventually they made it to her father's car and they had to listen to Gwen's father remark on how sharp Ben looked in his Grandpa Max's old tux, the same old suit Ben had worn for Camille's wedding.

After getting out of the car Ben and Gwen soon made it inside and thusly onto the dance floor, Ben keeping his promise to make sure Gwen had a fun evening.

"Wow Ben, how'd you get so good at dancing?" Gwen said laughing as old memories of their summer vacation arose within her memory.

"Oh you know, just repeating some moves my dweeby cousin taught me once." he said jokingly.

Gwen only smiled at this as the music started to shift into a different song.

However several other girls soon appeared behind them, interrupting their dance. They had no time to start into their next dance as a trio of girls came over, hoping to entertain themselves with a bit of mischief.

"Hey there cutie, want to come dance with us? I'm sure you'd have a much better time than you would with that loser girlfriend of yours." the leader of the group of girls said snidely while the other girls behind her laughed.

Gwen might not have noticed it before, seeing nothing of her dance partner but the image of her goofy cousin in a tux, but Ben actually looked rather handsome under the lights of the dance floor. His body unusually muscular for his age, a kind yet handsome face with rebellious hair, blazing green eyes, and a soft whimsical smile He exuded what most popular girls looked for in a boy toy. In truth Ben almost looked even more attractive than Tommy, the kind of guy that would attract any number of girls, both good and bad.

Gwen was admittedly a little worried; despite their nasty attitudes these were the type of pretty girls Ben always went after. They had the same build of Ben's last two previous crushes, Kai, and Lucy. She was just about to tell the girls to take a hike before Ben gestured for her to stop.

You could see all the hope fly out of Gwen as she readied herself for the disappointing blow, when surprisingly, Ben did what was perhaps the second most courteous thing he'd done for her since the night began.

"Sorry ladies, but I'm Gwen's date." He said looking back to see her face lighten. "Besides, she's the only girl here worth dancing with anyways." flashing once again that almost arrogant looking smile, this time directed at the gaggle of popular girls.

"Hmph, fine. Losers belong together anyways." replied the leader of the girls, pumping herself up as she walked across the dance floor in her overly-poofy dress.

Ben turned to look back at Gwen only to find her trying to sort out the large amount of mixed emotions, her face slightly red.

Finally after a few seconds of Ben waiting for Gwen to say something she found her voice."Ben, did you all mean that, you know about me being the only girl here worth dancing with?" Gwen said, her face getting redder as she stared at the floor, avoiding direct eye contact.

The question struck Ben as odd and the look even odder, but he figured he'd just answer honestly. "Yeah, 'course I did. What, did you think I'd do the same thing Tommy did to you? You're a really nice girl Gwen, way better than they'll ever be, you don't deserve to be treated like that." He said smiling, somehow not embarrassed by that blatantly affectionate comment. And for the second time that night he was bombarded by yet another hug, except this time he also received a kiss on the cheek.

And like before Ben's only response was to stand there and blush profusely as the music changed to slower pace, made for more intimate dancing. Ben found that he had put his hands on Gwen's waste and that they had started to dance in this state of hugging. The result as many would guess looked a lot like a young couple in love, slow dancing.

Meanwhile back in the cave the feelings that the memory showed seemed to be renewed within Ben and Gwen's present self, each caught up in its nostalgia. Ben stood next to the pool, blushing profusely and thinking that, looking back on that now, that they had played that perhaps a little too risky for cousins. Gwen on the other hand, was thinking that Ben's gestures were as sweet and innocent as that had been that day. She oddly enough didn't see anything strange about it at all.

The music was still playing as the memory of their dance continued.

"Hey Ben, can you still dance like that?" Suddenly asked the real Gwen, hoping to recapture a bit more of that nights feelings.

Ben took a moment to pause, only returning from his thoughts to reply that yes, he still could "huh, yeah of course I can, it's one of those things you don't forget." wondering what brought up the sudden question.

"Then let's dance like in the memory!" Gwen said smiling excitedly as she turned to face Ben, the sudden flux of old emotions making her sound as giddy as when she was ten.

"I, yeah, sure I guess." Ben said somewhat nervously, his thoughts still causing him a constant blush.

Gwen, quite excited came over to him and placed her arms around his back, allowing Ben to notice how _mature_ she had become as her body pressed up against him. Ben's body immediately stiffened from the shock, he hadn't realized how much she'd grown since then. This defiantly wasn't a problem he had to deal with at prom. However, nonetheless he placed his arms on her hips and started to dance.

Despite being very awkward at first, though mostly just for Ben, they both soon found a natural rhythm and began to just shift back and forth to the music, mirroring their younger selves.

Gwen was now so relaxed that she nuzzled into Ben's shoulder, resting her head against it, forgetting how very odd the average person would see this as being. Ben too had done just about the same as he had forgotten all his thoughts about Gwen and the oddness of the dance as he just sunk into the motion.

Neither wanted the music to stop, for some reason they both just felt at home with the other like this. Gwen listening to Ben's steady heartbeat as her head lay against his chest, and Ben with his hands wrapped around her. If they had bothered to give any thought to this situation, they might have realized the oddity of such a feeling, but in each others arms, all manner of thought disappeared. With bodies pressed against each other, and arms conveying a dreamlike sense of safety, only the feelings of warmth and comfort remained.

Slowly, the music started to stop as the memory began to fade out, the pool becoming clear water again, leaving an aged reflection of what once was. Ben and Gwen stopped their swaying as the lingering notes of the song got softer and softer until they until it almost disappeared. Still pressed against each other, Gwen tilted her head to look up at Ben, his Green emerald eyes glowing in the dark. And slowly, unbeknownst to either of them, their heads started to drift gently towards one another.

Voices flared up on both sides, signaling that each was going to wake soon, but still their lips crept ever closer. No thought, no mind involved, just the simplicity of two people caught within the other's eyes, hypnotized by rhythmic heartbeats. and just for a second right before the last of the music disappeared, their lips touched. The soft sensation of their kiss electrifying their bodies, as if truly breathing for the first time and intoxicated by the sweet release. A soft, gentle kiss, broken like a waking dream as they each vanished from the tender glow of the cave, leaving only the passionate feelings to linger in the almost perfect darkness.

Meanwhile back on earth at Belleview Hospital, Ben was slowly regaining consciousness after another day spent asleep. His eyes slowly fluttered open as he tried to force away his blurry vision. Trying to remember where he was and what had happened when suddenly the memory of his shared dream came flooding back. His eyes shot open as his recent transgression on natures laws replayed in his mind.

"OH MY GOD I JUST KISSED MY COUSIN!" Ben half yelled throwing himself into upright position in of his hospital bed.

Just then a huge coughing sound could be heard coming from the right side of Ben's bed. Ben, looking over in horror found his roommate Ethan, sitting beside him in a chair, soda covering his shirt as he stared back with mouth agape.

Across the galaxy on the planet of Anodine, Gwen lay in her bed, covers wrapped around her softly groaning as she tried to force herself to wake up. Everything fogged about her as she tried to call up her fully awakened state. Her head laying against pillow, suddenly burst up as she yelled, "OH MY GOD I KISSED BEN!" Practically hyperventilating, she heard a rather loud cackle bellow out from the kitchen, before falling back down into bed due to shock.


	7. Who We are and What We Were

To say that Ben was screwed was like saying Vilgax had issues making friends, his roommates appearance at the exact time of his disturbing utterance could only spell one thing, social disaster. However, lucky for Ben his roommate proved oddly receptive to the statement, which is to say, he started to laugh hysterically.

" Ben, that hilarious! I mean yeah the "I kissed my cousin" is a weird choice for a joke, but I got to admit your surprised the hell out of me with that one. Faking being asleep and then scaring the crap out of me with a random statement, well done my friend, well done." Ethan said clapping a little, as he merely continued to laugh, believing that Ben's exclamation was a well planned joke containing a fair amount of shock value.

Ben could only sit there speechless, perhaps caught between discerning as to whether he had just suffered an incredible bout of luck, or if perhaps he had been giving his roommate's intelligence far more credit than it deserved… Still, whatever the reason, Ben needed a plan, his mind was racing at a thousand thoughts per second, trying to figure out how all of this had happened.

_Okay, I've just got to calm down, first things first; I need to get Ethan out of here so I can plan what I'm going to do next. There's got to be an explanation…there just, I don't know, has to be!_

However, before Ben could even begin to respond to Ethan, or think up even how he would respond, a knock loud enough to interrupt his roommates laughter cut through, the sound emanating from his hospital room door. The person behind the door turned out to be Max Tennyson, hoping to check in on his Grandsons progress after another full night's sleep.

"Oh, Hello there I didn't realize my grandson had a visitor" Max said, speaking to the young man sitting at Ben's bedside.

"Ah, Hello." Ethan said jumping up from his chair to introduce himself to the newly arrived guest. "My Name is Ethan, Ben's roommate you must be…his Father?" Unsure of whether his guess was correct or not his eyebrows unconsciously rearranged themselves to present a puzzled look.

Max Tennyson merely laughed at the young man's assumption, "oh, no, no, I'm Ben's Grandfather, but you were close."

"OH! So your Grandpa Max! Ben's told me about you before, you're the famous plumber right? He doesn't talk much about his family, or at all, so I only know a little. Nice meet you." Ethan said extending a hand, which Max took and firmly shook.

"Yes it's nice to meet you too." Max replied, however by this point his eyes had drifted to Ben and from what he saw he knew something had happened, though he wasn't exactly sure what.

"Say Ethan, I don't mean to be rude, but do you think I could speak with Ben for a little, I uh, need to discuss a few medical related issues with him."

"Huh, oh yeah, sure, I just dropped by to see how he was doing. Alright then Ben I'm glad to see your still in once piece, oh and by the way that stack of papers on the desk is the last few days class work enjoy~!" Ethan said snickering before he walked out the door, oblivious to the fact that Ben could give less of a damn about the work and more about how he would act around Grandpa Max.

His Grandfather now took the seat Ethan had been sitting in just recently. For a moment Max studied Ben's face, drawing in the look of confusion and anxiety he had within his eyes. Ben simply waited for his grandfather to say something, lacking the ability to properly formulate even the simplest greeting due to the torrent of emotions and thoughts now raging within. With a sigh, Max realized that he could no longer afford to keep his grandson in the dark, whatever was happening to him and Gwen, they deserved to know the truth.

"Ben, I think it's time we had a talk" Max said, looking awkwardly at the floor and running his hand through his silver hair.

_Crap, there has never been a pleasant conversation that's ever started with those words…_

"You see Ben, it's about those dreams you've been sharing with Gwen. The truth is, what you and Gwen are both experiencing is called the _Somnial bond._"

It was easy enough for Ben to tell his Grandfather was fairly uncomfortable with where this conversation was going, but Ben needed to figure out what his Grandpa knew, what had just happened with Gwen had left him too confused, he needed answers.

Still seeing the turbulent flow of emotions with his grandsons eyes Max continued. "As you may or may not know, Anodine is a planet populated by only females, however like humans they too require males to reproduce. You see, a long time before Earth was even created, Anodine was supposedly reaching its peek as an intergalactic dynasty. Despite this though, the planet still had its fair share of troubles. Male Anodite dominated the planet, creating an unequal caste system in which the women lived subservient to the men." Max paused a moment, allowing what he'd said to sink in and continuing to gauge Ben's reaction, as he still hadn't spoken a word.

"Apparently male Anodites were capable manipulating energy at a greater level than even the most powerful females, something that only fed their superiority complex I suppose. For an unknown amount of years this situation persisted until finally a rouge group of female Anodites fashioned a virus capable of affecting even their highly evolved species. They engineered it to specifically attack anyone on their planet who carried a set of mixed X and Y chromosomes." It was at this point that Max finally saw a reaction from his Grandson, a look or realization, genocide of the male species. It was true that Ben knew there many people in the Galaxy that had done terrible things, horrors no mind could examine in safety, but even he couldn't picture being responsible for that level of death, such indiscriminate killing. Though he did sympathize with the women of Anodine, he himself still felt the weight of that little girl's singular death, and he had to imagine that even evil men left their own weight…

Meanwhile on Anodine Gwen was going through a similar experience with her Grandmother. Like Ben she had also been told by her elder that it was time they had a talk. Currently she was sitting at the kitchen table, staring deeply into a cup of tea her grandmother had placed in front of her, listening. "Though I personally never lived through the days in which the male Anodites occupied the planet, many of this cities elders have, even now their eyes, in a certain light, can still seem troubled and haunted. Many even try to refuse the call of the somnial bond, because they are afraid of bringing back the old days in which we lived as we did, oppressed and constricted. It is not a part of our long history we are proud of…Still, an important lesson kiddo, especially for one such as yourself who has yet to fully learn of her heritage." Verdona sighed, this was not how she wanted to teach her granddaughter about their history, still it was important that she hear this, in hopes that she may come to understand what was happening to her.

"After the virus was released it ravaged the planet, the male Anodites had no defense against it and within a matter of years the planet was left empty of every male inhabitant it since its first dawn… However, it was only in the wreckage of our once proud world that we came to realize that we had doomed ourselves to extinction, without males we could not produce any new offspring. Surely we had known this before we released the virus, but our hatred overpowered our sense of reason." At this Verdona looked almost sad, the troubled look on her granddaughters face over this mass extinction causing her once again to realize the level of power her species had been given. Lesser species must either think they look like Gods or monsters, their actions either divine or demonic. To this she didn't know, and perhaps didn't care too, to her life was about living, which was why such talks often discomforted her so.

"Our species was ensured its extinction with this final act of revenge, or so we thought. It was about 348 years later when women, the youngest of the last generation, started to have the incessant dreams of strange people from across the universe. In each they met a male of a certain species who spoke with them through these dreams and shared with them fond memories" At this Gwen's head instantly perked up, aware of the similarity between what her grandmother was describing and what she had been experiencing. "These "dreams", these Somnial Bonds as they came to be called, were the answer to the survival of the Anodite species. For within the universe existed certain individuals of many different species that processed the ability to reproduce with Anodites…" Verdona watched as Gwen's eyes shot open in shock, her mind slowly starting to collect enough of this disturbing information to formulate a picture. However, before Gwen could even form a sentence Verdona cut her off. "Before you say anything Kiddo, there's something else you should know, these dreams, there not simply to inform every Anodite that there's a potential mate out there in the universe, it carries a somewhat…_deeper_ meaning, if you know what I mean.

"As you know, Ben does have Anodite DNA, being my grandson after all, so you might assume that even though he doesn't have the "spark" that he might be compatible, however the Somnial bonds don't work like that... each is, unique." It was at this point that Verdona shifted uncomfortably in her seat, perhaps buying herself to time to find the proper words to explain the fearful conclusion that Gwen had perhaps already grasped.

Meanwhile on earth, Ben was struggling with the disclosure of similar information. Grandpa Max was sitting across from his bed, at a loss for finding a gentle way to explain what Ben was going through. Finally, with a sigh, Max decided it was best to simply be straight with Ben, there really was no way of saying this properly anyways, he doubted there could be.

"Ben, the Somnial bond is, or at least this is how it was described to me, the universes way of telling you…who your destined to fall in love with." Max waited for a reaction, any kind of reaction, from vomiting to outrage even to acceptance, but nothing came, not a noise or a twitch or even a blink, nothing.

It was a while before Ben even reacted to Max's words and when he did it was in the form of a question; "how?" A simple question that to Ben carried the weight to bridge worlds, to tear through space and bind two people in more ways that blood ever could.

Max responded as best he could, hoping that in some part of his explanation was the part Ben was looking for. "It has something to do with the Anodites ability to manipulate energy, who they are, they're very essence radiates across the universe until it finds its match. It's almost like a kind of echo location really, when an Anodite reaches a certain age this process starts." Max sighed.

On Planet Anodine Gwen had just received the same exact news from her grandmother and despite the shock that overwhelmed her body, which threatened her with stress induced unconsciousness, her heartbeat sped up, if even just a tiny bit.

"Anodites are pure mana Gwen, the closest a being can get to the same substance from which everything was born. However, mana exists in many forms, many philosophical, many spiritual, in many forms we know, but cannot classify. Your mana, resonates with Ben. Who you are to him and who he is to you, is no longer restricted by blood, you are bound by a dream and so much more." Verdona said, her old wispy eyes, whom played with whimsy like a cats now shone a stony grey. Verdona was unsure and unsettled, yet not upset and not without sympathy to a situation just as this.

Worlds away, separated by space and time, by stars and planets that many eyes had never even glimpsed, the impossible unity of two people transcended what even the greatest minds couldn't have guessed at. Ben and Gwen Tennyson, cousins, heroes, protectors of that small pale, blue dot called earth, were now tasked with one of mankind's oldest and greatest hardships, the enigma of the heart.

**Yeah, I know it's mostly filler, but it needs to be here plot-wise or the story doesn't work. Don't worry the next chapters the confrontation between Ben and Gwen, so you know it'll be good. Anyways, I hope you all enjoy this newly chapter and its newly rewritten predecessors. Till next time. **


	8. A lovers Vignette

**A lovers Vignette.**

**Hello, Hello, I'm back with a short chapter, but there's more on the way real soon so don't worry. I know some of you are actually kinda pissed at me 'Cause I update slowly (I know, really slowly, my bad) But as mentioned I am an English major in my second year of college so on any given day I have about 3 or 4 papers to write and several books to read, this leaves little to time for fanfiction and little urge to go back and write some more (even if this is more fun). Still that's no excuse and that's why I'd like to dedicate this chapter to two people who got me off my ass and writing again. Firstly being **Tvmatchmaker795 **Who persisted in getting me to reopen this fanfic (feel free to thank him…in my review section lol) and **bennet001 **who pretty called me out on being lazy. Funny thing is I was actually kinda pissed at first, but half through my scathing retort (Just kidding, I was too lazy to write the retort) I thought to myself "Wait, someone actually likes my work enough to come to me and say (and I'm paraphrasing here) Dude, I like your story, write more or I'll find you and chain you to a typewriter. (Okay, maybe that's some extreme paraphrasing there, but my inner narrative works in amazing ways). Seriously though I didn't any feel any offense what you said so don't worry about it, you're not excommunicated from the fanfic or anything lol. But honestly guys, jokes aside this chapter is for your effort in getting me to be a more proficient writer, so sincerely thank you. I hope you two get the most enjoyment out of it for your work. **

**Oh and by the way, don't any of you other guys get any smart ideas about insulting me to make me work faster (it isn't going to work twice, I'm smarter than the average bear)**

**Okay, no more jokes now. story.**

Ben remembered reading the play Oedipus Rex in high school, he even vividly remembered the plays ending, the reveal of Oedipus's birth, how he blinded himself with blades, how he exiled himself and sent away is children. It was a tragic tale, but like all tragedies it accomplished what it set out to, it laid out a lesson and left us with the stark truth of it.

Ben just lay there, breathing the sterilized hospital air, his thoughts glassy from the lack of sleep. Like a man who had forgotten the sound of his own heartbeat he simply stared through closed eyes, a single solitary sigh his only sign of life.

"_That's right, I know how the play ended, I know the moral," _He thought _"but the difference between us Oedipus, is that I know I'm related to Gwen…" _Opening his eyes he was instantlylost in the visage of the passing winds outside his window. Quietly he muttered perhaps the first thing he'd spoken for hours in this fragile hospital room; "But will knowing be enough… or am I just walking into a tragedy?" He could only guess as to where all this was heading, for what man or women could fathom the outcome of such a situation between two cousins in love.

Love was….love was never a subject Ben had broached too much in his thoughts. The reasons why were obvious enough at this point, and even though he had been confirmed as being a wanted bachelor by a few of the campus's women, he was able to brush them off without much guilt. Now however, now he felt inexperienced, unsure, these thoughts were far past concerning the moral implications of his situation yet they were oddly the most pervasive and persistent. Despite all the madness, despite the outcome, Hell despite even the blood they shared… would she love him for who he is? They had kissed sure enough, but fear had gutted any sense of hope such a thing would bring, even if his lips still tingled at the thought.

His hand unconsciously went to touch his lips and memories surfaced at the touch; _"__Your Ben, you're a hero, Earths hero…my Hero" _

"My hero", those words struck a chord. Her hero. Someone she believed in. Someone important to her.

He was more than just the blood in his veins wasn't he?

More than a watch, more than an intention, more than what the world could say of him… but who he was to her, was more than what he had thought he could say of himself.

Ben smiled as he finally allowed himself sleep. It was true, he may not remember the sound of his own heartbeat, but remembered hers and that was close enough.

On Anodine Gwen restlessly lay about in a field of pink grass, unable to absorb the information she had been given, unable to forget, and in many ways unwilling to try. The kiss they shared still echoed on her lips, the feeling of his arms around her as they danced in a dream. It all sounded very poetic, but the truth belay such beauty now didn't it? _How could this have happened? How could things have become this mixed up that I…that me and Ben! I just, urgh!"_

Gwen brought her hands up to her head, applying pressure to try and relieve the pain from her headache. Yet despite all her anger towards the situation, none of it could be amplified towards Ben, not even a drop, not when she remembered how sad he had seemed, not when she remembered the first smile she'd seen on him in five years. "_Just like that goofy Ten year old" _For the first time in days Gwen let out a tiny giggle, remembering that shrimp of cousin she'd spent a summer with, tussled brown hair, firefly eyes, cocky attitude, and yet a strangely kind heart… That part, it seemed didn't change.

The Ben she knew now wasn't that little ten year old anymore, he wasn't even the moody teenager she'd left behind. He'd gone through so much, the burdens he'd borne on his own would have destroyed who he was at ten or fourteen. Just who was he?

The response seemed almost to yell inside her head.

"_I do know that the real Ben really cares about you and wouldn't want you to be sad and neither do I!"_

It's almost amazing the power words have to shatter doubt, that fear may have the might to bury them, but never to destroy them.

"He is Ben" Gwen said sitting up, albeit a little shakily "He's definitely Ben, but he's also more. He's suffered and he's burdened himself" Tears slipped gently from her eyes; "But he's suffered to become the good man he is, and he's burdened himself because he couldn't stop being kind," More tears; "And that's why I love him…because he's kind, because the man he is cares about me, and most importantly…because he's still Ben, no matter what."

Gwen was wrong, it was very poetic.


End file.
